EXHIBIT 10.11(d)



                         LEASE AGREEMENT


STATE OF NORTH CAROLINA

COUNTY OF UNION


     THIS LEASE made this 1st day of  November, 1993  between
UNION WAREHOUSE & REALTY COMPANY, MONROE, NORTH CAROLINA hereinafter
called the LESSORS and USCO, INCORPORATED, hereinafter called the
LESSEE.

WITNESSETH:

     That the said Lessors have granted and leased, and by these
presents so grant and lease unto said Lessee all that property 
described as follows:


               320 Second Street
               Cheraw, SC  29520


     TO HAVE AND TO HOLD the said premises unto the said Lessee,
for the term of two years four months (2.4)  beginning on the 1st 
day of November, 1993 and ending on the 28th day of February 1995,  
yielding and paying therefore during the said term the monthly 
rental of One Thousand Seven Hundred Fifty Dollars ($1,750) payable 
in advance on or before the 10th day of each month.
                 
     It is agreed that the Lessee shall have the right and first
option of a renewal of this lease, provided terms thereof can be
satisfactorily negotiated between the parties, upon the Lessee
giving Sixty (60) days notice prior to the expiration of such
five  (5) year term.

     It is further agreed by the Lessee to pay any increase in
property taxes and insurance over the base year of this lease,
upon presentation of the documents by the Lessor

     It is further agreed the Lessors shall carry fire insurance
on the premises.  The destruction of the premises by fire or
other casualty shall suspend the running of the term of this
lease, and shall terminate it if the parties so agree.  At the
option of the Lessee the insurance on the main building shall be
applied to the reconstruction of said building.  If the principal
building is damaged, but not destroyed, the rent payable under
the terms of this lease shall cease until the building is
repaired by the Lessors so as to be suitable for use.

     It is further agreed the Lessee may make improvements on the
existing building and may erect buildings on the vacant lot
included in this lease, provided that such improvements or
buildings comply with all existing zoning laws, ordinances and
regulations, and so that the existing building shall not be
defaced.  All such improvements shall be at the expense of the
Lessee, and such fixtures shall become a part of the realty.

     It is further agreed by and between the parties hereto that
should the Lessor choose to use the premises herein leased for
some other purpose, he shall notify the Lessee in writing of his
intention to do so at least six months prior to the expiration of
this lease.

     It is further agreed by and between the parties hereto at
the expiration of this lease all rents due must be paid in full
before any goods and chattels are removed from the premises
herein leased.

     IN WITNESS WHEREOF, the said parties have hereunto set their
hand and seals in duplicate this ______ day of
____________________ 19_____.

Witnessed by:

________________________________      UNION WAREHOUSE & REALTY CO.
                                             Lessor

________________________________      By 

     Secretary                               President      (Seal)

________________________________      USCO, INCORPORATED        
                      

                                      By 
                                      
                                      President      (Seal)


STATE OF NORTH CAROLINA

COUNTY OF UNION

     This 1st day of November, 1993, personally came before me
_______________________who, being by me duly sworn, says that he 
is the President of UNION WAREHOUSE & REALTY CO., and that the seal 
affixed to the foregoing instrument in writing is the corporate seal 
of the company, and that it's authority duly given. And the said 
____________________________, acknowledged the said writing to be
the act and deed of said corporation.

                                   ____________________________________
                                             Notary Public
My Commission expires:_____________________





STATE OF NORTH CAROLINA

COUNTY OF UNION

     This 1st day of November, 1993, personally came before me
______________________,who, being by me duly sworn,  says that he 
is the President of USCO, INCORPORATED, and that the seal affixed 
to the foregoing instrument in writing is the corporate seal of the 
company, and that its authority duly given, and the said
_______________________________, writing to be the act and deed of 
said corporation.

                                   ____________________________________
                                             Notary Public

My Commission expires: _____________________



                       AMENDMENT TO LEASE AGREEMENT



STATE OF NORTH CAROLINA

COUNTY OF UNION


     THIS Amendment to Lease Agreement ("Amendment") is made this
1st day of November, 1993 by and between Union Warehouse & Realty
Company, Monroe, North Carolina, hereinafter referred to as
"Lessor" and USCO, Inc., hereinafter referred to as "Lessee."


                       W I T N E S S E T H:

     WHEREAS, Lessor and Lessee entered into that certain Lease
Agreement (the "Lease Agreement") dated November 1, 1993, with
regard to property described as follows:


               320 Second Street
               Cheraw, SC  29520



and;

     WHEREAS, Lessor and Lessee desire to further clarify and
amend the terms thereof as set forth more fully herein.

     NOW, THEREFORE, in consideration of the mutual covenants
contained herein and the payment by Lessee to Lessor of Ten
Dollars ($10.00), the receipt and sufficiency of which is hereby
acknowledged, the parties agree to amend the Lease Agreement as
follows:

     1.   The foregoing recitals are true and correct and
incorporated herein by reference.

     2.   The term "Lessor" shall refer to Union Warehouse &
Realty Company and it's successors and assigns.  The term
"Lessee" shall refer to USCO, INC. and it's successors and
assigns.

     3.   Base rent for the period shall be One Thousand Seven
Hundred Fifty Dollars  ($1,750) per month.  Commencing on the 1st
day of November, 1993 (the "Adjustment Date"), and continuing on
the same day of each year thereafter during the Period, the Base
Rent set forth shall be adjusted in accordance with the
following:


          (a)  The Consumer Price Index - U. S. City Average -
All Urban Consumer ("Index") in effect and published during the
calendar month in which the term of the Lease Agreement commenced
shall be the "Base Period Index."

          (b)  The Base Period Index shall be compared with the
Index for the same calendar month for the Adjustment Date.  If
the Index for the Adjustment Date is higher than the Base Period
Index, then the monthly rent for the next calendar year of the
lease shall be increased by one hundred percent (100%) of the
percentage increase of the Index for the Adjustment Date over the
Base Period Index.

     Every year thereafter, the index for the same calendar month
shall be compared with the Index for the immediately preceding
Adjustment Date.  If the Index for the same calendar month is
higher than the Index for the immediately preceding Adjustment
Date, then the rent for the next ensuing one (1) year period
shall be increased by one hundred percent (100%) of the
percentage increase of the Index for the same calendar month over
the Index for the immediately preceding Adjustment Date.  If the
Index for the same calendar month has not been published, it is
agreed that the Index as issued and published for the latest
preceding month shall be used in determining the Adjustment Rent.

          (c)  If the Bureau of Labor Statistics discontinues
publication of the Index, publishes the Index less frequently, or
alters the index in a material manner, then the Lessor and Lessee
may adopt a substitute index or procedure which reasonably
reflects and monitors consumer prices as nearly as possible in
the same manner as the Index.

     During the Period, Lessee also shall pay the amount of any
annual taxes and insurance costs in excess of the respective
amounts applicable on November 1, 1993.

     4.   The following provision of the Lease Agreement is
          deleted in its entirety:
               It is further agreed by and between the parties
               hereto that should the Lessor choose to use the 
               premises herein leased for some other purpose, 
               he shall notify the Lessee in writing of his
               intention to do so at least six months prior to
               the expiration of this lease.

     5.   In consideration of the benefits accruing to Lessor
under this Lease Agreement and Lessee's renewal thereof, and
other good and valuable consideration the receipt and sufficiency
of which is acknowledged by Lessor, Lessor does hereby grant to
Lessee an irrevocable option to purchase the property described
in the Lease Agreement ("Leased Premises") and all fixtures,
equipment and personalty owned by Lessor and located on the
Leased Premises (collectively called the "Leased Premises" in
this Paragraph 5).  Lessee may exercise this option by delivering
a signed written notice thereof to Lessor not less than sixty
(60) days prior to the end of the renewal period of this Lease
Agreement.  If the option is duly exercised, then this Lease
Agreement shall continue in effect pending closing.  Unless
extended pursuant to subparagraph (c) below, for cure of title
objections, closing shall occur on or before February 28, 1995. 
If the option is exercised, the purchase and sale shall be
governed and closed pursuant to the following terms:
                                 
          (a)  Purchase Price.  The purchase price of the Leased
Premises shall be equal to the fair market value of the Leased
Premises as established by the average of two MAI appraisals, one
of which shall be completed by an appraiser selected by the
Lessee at Lessee's expense and one of which shall be completed by
an appraiser selected by the Lessor at Lessor's expense.  Such
appraisals shall be completed at least fifteen (15) days prior to
closing.

          (b)  Payment.  The purchase price, subject to
prorations as hereafter provided, shall be payable by cashier's
check or wire transfer at closing.

          (c)  Title Insurance.  On or before thirty (30) days
prior to closing Lessee shall obtain, at Lessor's expense, a
Title Insurance Commitment ("Commitment") as to the Leased
Premises issued by an insurance company acceptable to Lessee
agreeing to issue to Lessee a marketability owner's policy in the
amount of the purchase price, insuring Lessee's title to the
Leased Premises with all standard exceptions deleted except then
current ad valorem taxes and subject only to those encumbrances
and other title matters acceptable to Lessee ("Permitted
Exceptions").  Within five (5) days after receipt of the
Commitment, Lessee shall provide Lessor with written notice of
any encumbrance or title matter which is unsatisfactory to Lessee
with respect to the Leased Premises.  Thereupon, Lessor shall use
its best efforts to cure said objection(s) on or before one
hundred twenty (120) days after Lessor's receipt of Lessee's
notice of objections(s), and closing shall be delayed
accordingly.  If Lessor is unable to cure an objection to title,
Lessee shall have the option to proceed with the purchase, with a
corresponding reduction in price, or to terminate the purchase
transaction without liability to Lessor, and without loss or
waiver of Lessee's rights as tenant under the Lease Agreement.

          (d)  Survey.  the property may be surveyed prior to
closing at Lessee's expense by a surveyor selected by Lessee.  In
the event the survey reflects any survey matter or defect
unacceptable to Lessee, other than Permitted Exceptions, same
shall be treated as an objection to title and shall be governed
by subparagraph (c), above.

          (e)  Documents.  At closing, Lessor shall deliver to
Lessee:  (1) good, sufficient, marketable fee simple title to the
Leased Premises by General Warranty Deed subject only to the
terms of this Lease Agreement and the permitted exceptions;  (2)
an Affidavit attesting to the absence of any claim or suit,
outstanding judgement, rights of possession adverse to Lessee's
possession, bankruptcy, assessments, mortgage, financing
statement, or claim of lien pending against Lessor or the Leased
Premises, and as to other matters and in form as reasonably
required by Lessee; (3) a Nonforeign Affidavit attesting that
Lessor is not a "foreign person" within the meaning of Section 1445 of
the Internal Revenue Code of 1954, as amended, in the form as
required by Lessee; (4) bill of sale as to fixtures and
personalty; (5) an Assignment of Lessor's rights as landlord
under this Lease; and (6) such other documents as may be
reasonably requested by Lessee.
                                 
          (f)  Expenses.  Lessor shall pay for all recording and
transfer taxes levied on the deed or otherwise payable by virtue
of the purchase and sale transaction, title search fees, and the
title insurance premium.  Lessee shall pay for the cost of the
survey, if obtained, and for the MAI appraisal.

          (g)  Prorations.  Real Estate taxes, public assessments
not yet due and payable, rents, security deposits, maintenance,
utility and fuel charges, and all other items normally adjusted
at closing, shall be prorated at closing.

          (h)  Assignment.  This option to purchase may be
assigned freely by Lessee together with, or separately from,
Lessee's rights as tenant under this Lease Agreement.

          (i)  Memorandum of Option.  Lessor agrees to execute a
recordable Memorandum of this option to purchase upon request by
Lessee.

          (j)  Risk of Loss.  Except as otherwise provided in
this Lease Agreement, risk of loss shall pass to Lessee at
closing.

          (k)  Possession.  Free and unencumbered possession of
the Leased Premises shall be delivered to Lessee by Lessor at
closing, subject, however, to the previously existing rights of
Lessee, as tenant, under this Lease Agreement.

     6.   In the event either party to the Lease Agreement shall
be required to retain an attorney to enforce its rights under any
provision of the Lease Agreement against the other party to the
Lease Agreement, the party who prevails in any dispute with, or
enforcement effort against the other party, shall be entitled to
recover from the other party such prevailing party's reasonable
attorneys' fees and costs incurred in negotiation, at trail and
upon any appeal as the result of such dispute or enforcement
effort.

     7.   During the term of the Lease Agreement and the renewal
thereof, Lessor shall be responsible for structural maintenance
of the property and Lessee shall be responsible for all other
maintenance items.

     8.   The parties by execution of this Amendment to Lease
Agreement hereby amend the Lease Agreement as set forth herein,
and in so doing, reaffirm in all respects the term of the Lease
Agreement as so amended.
                                 
     IN WITNESS WHEREOF, each of the parties hereto has caused
this Amendment to Lease Agreement to be signed in its corporate
name by its officers thereunto duly authorized as of the day and
year first above written.


WITNESSES:                         LESSOR:

                                   UNION WAREHOUSE & REALTY CO.

_______________________________    By: 
                                   It's:  President
_______________________________


                                   (Corporate Seal)




                                   LESSEE:

                                   USCO, INCORPORATED

_______________________________    By: 
                                   It's:  President
_______________________________

                    
                                   (Corporate Seal)